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FocalTech Annual Report 2020

Nov 13, 2020

52342_rns_2020-11-13_82bb4784-df68-4250-b43e-36f4d73445f7.pdf

Annual Report

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FocalTech Systems Co., Ltd. Financial Statements for the Years Ended December 31, 2020 and 2019

This is the translation of the financial statements. CPAs do not audit or review on this translation.

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders FocalTech Systems Co., Ltd.

Opinion

We have audited the accompanying balance sheets of FocalTech Systems Co., Ltd. (the “Company”) as of December 31, 2020 and 2019, and the related statements of comprehensive income, of changes in equity and of cash flows for the years ended December 31, 2020 and 2019, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company’s financial statements in the current period are stated as follows:

Sales Revenue

The sales revenue of Integrated Driver Controller is the main indicator of financial and business performance evaluated by investors and the management. It possibly exist the pressure to achieve the financial target, and it might result in the risk of the occurrence of sales revenue. Therefore, the sales revenue of Integrated Driver Controller is listed in the Key Audit Matters of 2020.

Refer to Notes 4,21 for the accounting policy, accounting estimation and disclosure information. Our audit procedures related to the abovementioned Key Audit Matters included the following:

  1. We evaluated the design of internal control related to sales and collection cycle and the implement of the internal control.

  2. We obtained customer ranking list in 2020, and analyze the differences of customers and its sales amount.

  3. We analyzed if the sales quantities, sales revenue and gross margin by products existed material exception.

  4. We sampled purchase orders, shipping documents bills of lading, and collection records in revenue breakdown to ensure the occurrence of sales revenue.

Responsibilities of Corporate Management and Governance hierarchy For the Financial Statements

This is the translation of the financial statements. CPAs do not audit or review on this translation.

Management Level is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management level is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Corporate governance level (including members of the Audit Committee) is responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Shiow-Ming Shue and Chih-Ming Shao.

Deloitte & Touche Taipei, Taiwan Republic of China

March 29, 2021

This is the translation of the financial statements. CPAs do not audit or review on this translation.

FOCALTECH SYSTEMS CO., LTD. BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Par Value)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 4 and 6)

Trade receivables, net (Note 4 , 9 and 29)
Inventories (Note 4 and 10)
Other financial assets (Note 4 and 8)
Other current assets (Note 22and 29)

Total current assets

NON-CURRENT ASSETS
Financial asset at fair value through profit or loss - non-current (Note 4 and 7 )
Investments accounted for using equity method (Note 4 and 11)
Property, plant and equipment (Note 4 and 12)
Goodwill (Notes 4 , 5 and 13)
Other intangible assets (Notes 4 and 14)
Deferred income tax assets (Notes 4 and 22)
Other non-current assets

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term borrowings (Note 15)

Trade payables (Note 16 and 29)
Other payables (Note 17)
Current tax liabilities (Note 4 and 22)
Other current liabilities(Note 20 and 29)

Total current liabilities

NON-CURRENT LIABILITIES
Deferred income tax liabilities (Notes 4 and 22)
Net defined benefit liabilities - non-current (Notes 4 and 18)
Guarantee deposits received
Other non-current liabilities

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4 , 19 and 24)
Share capital
Ordinary shares

Capital surplus
Additional paid-in capital
Treasury shares
Changes in ownership interests in subsidiaries
Employee share options
Employee share options - expired

Total capital surplus

Undistributed earnings (deficits to be offset)

Other equity
Exchange differences from translating the financial statements of foreign operations
Unrealized loss on financial assets at fair value through other comprehensive income

Total other equity

Treasury shares

Total equity

TOTAL
2020
Amount
%
$ 2,455,926 21
1,445,186 12
1,215,281 11
170,880
2

162,403

1


5,449,676
47

97,139
1
4,537,073 39
15,226
-
1,237,268 11
59,498
-
65,898
1

145,604

1


6,157,706
53

$ 11,607,382
100

$ 480,000
4
1,936,299
17
339,556
3
108,514
1

360,915

3


3,225,284
28

53,213
1
23,366
-
482,276
4

10,400

-


569,255

5


3,794,539
33


2,103,532
18

4,725,445
41
69,361
1
-
-
14,903
-

33,933

-


4,843,642
42


1,012,301

8

(125,038)
(1)

2,722

-


(122,316)

(1)


(24,316)

-


7,812,843
67

$ 11,607,382
100
2019





























































Amount
%
$ 841,430
9

540,554
6

617,115
7

-
-

241,020

3

2,240,119
25
27,849
-

5,121,499 58

19,408
-

1,237,268 14

75,107
1

101,745
1

112,550

1

6,695,426
75
$ 8,935,545
100
$ -
-

700,543
8

190,912
2

-
-

161,003

2

1,052,458
12

33,537
1

24,078
-

117,594
1

10,400

-

185,609

2

1,238,067
14

2,996,759
33

5,037,671
57

48,662
1

-
-

25,510
-

33,534

-

5,145,377
58

(183,307)

(2)

4,057
-

1,750

-

5,807

-

(267,158)

(3)

7,697,478
86
$ 8,935,545
100

The accompanying notes are an integral part of the financial statements.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

FOCALTECH SYSTEMS CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

REVENUE (Note 4 ,20 and 29)

COSTS OF SALES (Notes 4,10,21 and 29)

GROSS PROFIT

OPERATING EXPENSES (Notes 21,24, 26 and 29)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

OPERATIONS INCOME

NON-OPERATING INCOME AND EXPENSES
Finance costs (Note 21)
Share of loss of subsidiaries and joint
ventures(Note4)
Interest income (Note 4)
(Loss) gain on financial assets and liabilities at fair
value through profit or loss (Notes 4)
Loss on disposal of investments (Notes 4)
Other gains and losses, net (Notes 29)
Loss on foreign currency exchange(Note 4)

Total non-operating income and expenses

INCOME (LOSS) BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 22)

NET INCOME (LOSS)

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans (Notes 4
and 18)
Income tax related to items that will not be
reclassified subsequently to profit or loss (Notes
4 and 22)

2020
Amount
%
$ 11,410,350 100

(8,811,546)
(77)


2,598,804
23

(186,571) (2)
(225,572) (2)

(958,867)
(8)


(1,371,010)
(12)


1,227,794
11

(1,892)
-
(16,072)
-
6,297
-
(2,484)
-
(40,928) (1)
21,144
-

(17,880)

-


(51,815)
(1)

1,175,979 10

(163,987)
(1)


1,011,992

9

359
-

(50)

-


309

-
2019
































Amount
%
$ 2,901,766 100

(1,944,861)
(67)

956,905
33

(102,450) (4)

(157,957) (5)

(625,866)
(22)

(886,273)
(31)

70,632

2

(1,152)
-

(229,956) (8)

14,045
1

372
-

-
-

8,345
-

(22,880)
(1)

(231,226)
(8)

(160,594) (6)

(14,655)

-

(175,249)
(6)

1,677
-

(235)

-

1,442

-
(Continued)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

FOCALTECH SYSTEMS CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit
or loss:
Exchange differences from translating the
financial statements of foreign operations
(Notes 4)

Total other comprehensive Loss (net of income
tax)

TOTAL COMPREHENSIVE INCOME (LOSS) FOR
THE YEAR

EARNINGS (LOSS) PER SHARE (Note 23)
Basic

Diluted
2020 %
(1)
(1)

8

2019




Amount
$ (128,123)

(127,814)

$ 884,178

$ 3.97
$ 3.73



Amount
$ (141,357)

(139,915)

$ (315,164)

$ (0.63)
%
(5)
(5)
(11)

The accompanying notes are an integral part of the financial statements.

(Concluded)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

FOCALTECH SYSTEMS CO., LTD. STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

BALANCE, JANUARY 1, 2019

Legal reserve used to cover accumulated deficits
Capital surplus used to cover accumulated deficits
Cash distribution from additional paid-in capital
Net loss for the year ended December 31, 2019
Other comprehensive income for the year ended December 31, 2019, net of
income tax
Total comprehensive income (loss) for the year ended December 31, 2019

Treasury stock transferred to employees (Note 19 and 24)
Decrease in ownership interests in subsidiaries (Note 25)
Compensation cost of employee share options (Note 19 and 24)
Issue of ordinary shares under employee share options (Note 19 and 24)

BALANCE AT DECEMBER 31, 2019
Capital surplus used to cover accumulated deficits
Cash distribution from additional paid-in capital
Net income for the year ended December 31, 2020
Other comprehensive loss for the year ended December 31, 2020, net of income
tax
Total comprehensive income (loss) for the year ended December 31, 2020

Reduction of capital (Note 19)
Treasury stock transferred to employees (Note 19 and 24)
Compensation cost of employee share options (Note 19 and 24)
Issue of ordinary shares under employee share options (Note 19 and 24)

BALANCE AT DECEMBER 31, 2020
Share Capital
Ordinary Shares
$ 2,987,432

-
-
-
-
-

-

-
-
-
9,327

2,996,759
-
-
-
-

-

(899,721)
-
-
6,494

$ 2,103,532
Capital Surplus
$ 6,551,481

-
(1,248,601)
(150,000)
-
-

-

-
(20,448)
9,787
3,158

5,145,377
(183,307)
(150,000)
-
-

-

-
1,228
21,279
9,065

$ 4,843,642
Retained Earnings(Accumulated Deficits)
Undistributed
Earnings (Deficits
Legal Reserve
to be offset)
$ 186,154
$ (1,434,755)

(186,154)
186,154
-
1,248,601
-
-
-
(175,249)
-

1,442

-

(173,807)

-
-
-
(9,500)
-
-
-

-

-
(183,307)
-
183,307
-
-
-
1,011,992
-

309

-

1,012,301

-
-
-
-
-
-
-

-

$ -
$ 1,012,301
Retained Earnings(Accumulated Deficits)
Undistributed
Earnings (Deficits
Legal Reserve
to be offset)
$ 186,154
$ (1,434,755)

(186,154)
186,154
-
1,248,601
-
-
-
(175,249)
-

1,442

-

(173,807)

-
-
-
(9,500)
-
-
-

-

-
(183,307)
-
183,307
-
-
-
1,011,992
-

309

-

1,012,301

-
-
-
-
-
-
-

-

$ -
$ 1,012,301
Other Equity
Exchange Differences
from Translating
Financial
Statement of
Unrealized gains(losses)
from financial assets
measured at fair
value through
other
comprehensive
Foreign Operations
income
$ 149,454
$ (2,290)

-
-
-
-
-
-
-
-
(145,397)

4,040

(145,397)

4,040

-
-
-
-
-
-

-

-

4,057
1,750
-
-
-
-
-
-
(129,095)

972

(129,095)

972

-
-
-
-
-
-

-

-

$ (125,038)
$ 2,722
Treasury Shares
$ (393,203)

-
-
-
-
-

-

126,045
-
-
-

(267,158)
-
-
-
-

-

5,191
237,651
-
-

$ (24,316)
Total Equity
$ 8,044,273
-
-
(150,000)
(175,249)
(139,915)
(315,164)
126,045
(29,948)
9,787
12,485
7,697,478
-
(150,000)
1,011,992
(127,814)
884,178
(894,530)
238,879
21,279
15,559
$ 7,812,843







Legal Reserve
$ 186,154

(186,154)
-
-
-
-

-

-
-
-
-

-
-
-
-
-

-

-
-
-
-

$ -








Exchange Differences
from Translating
Financial
Statement of
U
f
Foreign Operations
$ 149,454

-
-
-
-
(145,397)

(145,397)

-
-
-

-

4,057
-
-
-
(129,095)

(129,095)

-
-
-

-

$ (125,038)











The accompanying notes are an integral part of the financial statements.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

FOCALTECH SYSTEMS CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income (loss) before income tax from continuing operation

Adjustments for:
Depreciation expenses
Amortization expenses
Loss (gain) on financial assets and liabilities at fair value through
profit or loss
Finance costs
Interest income
Compensation cost of employee share options
Share of loss of subsidiaries and joint ventures

Loss on disposal of investments
Reversal of write-down of inventories
Changes in operating assets and liabilities
Increase in financial assets mandatorily classified as at fair value
through profit or loss
Trade receivables
Inventories
Other current assets
Trade payables
Other payables
Other current liabilities

Net defined benefit liabilities

Cash generated from operations
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of investments accounted for using equity method
Proceeds from disposal of investments accounted for using equity
method
Proceeds from the capital reduction of investments accounted for using
the equity method
Purchase of property, plant and equipment
Increase in other financial assets
Increases in other non-current assets
Interest received

Net cash generated (used) from investing activities
2020
$ 1,175,979

10,567
15,609
2,484
1,892
(6,297)
12,433
16,072
40,928
(131,157)
(112,702)
(904,632)
(467,009)
77,154
1,235,756
148,644
199,706


(353)

1,315,074
(1,686)

-


1,313,388

(4,970)
2,847
451,200
(6,385)
(170,880)
(33,054)

7,760


246,518
2019
$ (160,594)
14,286
16,254
(372)
1,152
(14,045)
4,934
229,956
-
(70,676)
(5,348)
76,101
(10,474)
(218,289)
394,331
5,265
146,943
(341)
409,083
(1,152)
(1,199)
406,732
(90,885)
-
-
(2,941)
-
(99,425)
13,156
(180,095)
(Continued)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

FOCALTECH SYSTEMS CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES
Increases in short-term borrowings

Increase in guarantee deposits received
Cash dividends paid
Capital reduction payments to shareholders
Proceeds from issuance ordinary shares under employee share options
Treasury stock transferred to employees

Net cash generated in financing activities

NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2020
$ 480,000

364,682
(150,000)
(894,530)
15,559

238,879


54,590

1,614,496

841,430

$ 2,455,926
2019
$ -
11,554
(150,000)
-
12,485
126,045
84
226,721
614,709
$ 841,430

The accompanying notes are an integral part of the financial statements.

(Concluded)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

FOCALTECH SYSTEMS CO., LTD.

1. GENERAL INFORMATION

FocalTech Systems Co., Ltd. (the “FocalTech” or the “Company”), formerly named as Orise Technology Co., Ltd., was incorporated in the Republic of China (“ROC”) in January 2006 and moved to Hsinchu Science Park in April in the same year. The Company’s shares have been listed on the Taiwan Stock Exchange (“TSE”) since July 2007. On January 2, 2015, the Company acquired FocalTech Corporation, Ltd. through a share swap and renamed on January 17, 2015. This acquisition was comprehensively considered as a reverse merger, where FocalTech Corporation, Ltd. was treated as the acquirer in the financial statements. The Company is mainly engaged in research, development, design, manufacturing, and sales of solutions regarding to human and machine interface devices, such as Display Driver IC, Touch Control IC and so on.

The financial statements are presented in the Company’s functional currency, New Taiwan dollars.

2. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved by the Company’s board of directors on February 4, 2021.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, “IFRSs”)endorsed and issued into effect by the Financial Supervisory Commission (FSC).

The initial application of the amendments to the IFRSs endorsed and issued into effect by the FSC did not have significant impact on the Company’s accounting policies:

  • b. The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2021
New, Revised or Amended Standards and Interpretations
Amendments to IFRS 4 “Extension of the Temporary Exemption from
Applying IFRS 9”

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
“Interest Rate Benchmark Reform - Phase 2”
Effective Date
Issued by IASB
Effective immediately upon
promulgation by the IASB
January 1, 2021

The Company assessed the application of abovementioned standards and interpretations do not have significant impact on the Company’s accounting policies.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC

Effective Date New, Revised or Amended Standards and Interpretations Announced by IASB (Note 1) “Annual Improvements to IFRS Standards 2018-2020” January 1, 2022 (Note 2) Amendments to IFRS 3 “Reference to the Conceptual Framework” January 1, 2022 (Note 3) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IAS 1 “Classification of Liabilities as Current or January 1, 2023 Non-current” Amendments to IAS 1 “Disclosure of Accounting Policies” January 1, 2023 (Note 6) Amendments to IAS 8 “Definition of Accounting Estimates” January 1, 2023 (Note 7) Amendments to IAS 16 “Property, Plant and Equipment - Proceeds January 1, 2022 (Note 4) before Intended Use” Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a January 1, 2022 (Note 5) Contract”

  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

  • Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.

  • Note 4: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.

  • Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

  • Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • Note 7: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the annual reporting period beginning on or after January 1, 2023.

As of the date the financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

The present Financial Report has been prepare in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

  • b. Basis of preparation

The financial statements are prepared on the historical cost basis, except for the financial instruments measured at fair value and the net defined benefit liabilities recognized in the fair value of the estimated assets, and explained in the accounting policies below.

The evaluation of fair value could be classified into level 1 to level 3 based on the degree of the observable intensity and importance of related input value:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for the asset or liability.

When preparing the financial statements, the Company accounts for subsidiaries by using the equity method. In order to maintain the consistency of amounts of net income, other comprehensive income and equity attributable to shareholders of the parent between the consolidated financial statements and parent company financial statements, the differences of the accounting treatment between the parent company only basis and the consolidated basis are adjusted by the accounts of investments accounted for using equity method, share of profits of subsidiaries and share of other comprehensive income of subsidiaries in the parent company only financial statements.

  • c. Standards in differentiating current and non-current assets and liabilities

Current assets include:

  • 1) Assets held primarily for the purpose of trading;

  • 2) Assets expected to be realized within twelve months after the reporting period; and

  • 3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

Current liabilities include:

  • 1) Assets expected to be realized within 12 months after the reporting period; and

  • 2) Liabilities for which the Company does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

Those not as aforementioned current assets or current liabilities are classified as non-current assets or non-current liabilities.

  • d. Foreign currencies

In preparing the financial statements, transactions in currencies other than the Company’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.

For the purpose of presenting financial statements, the functional currencies of the Company and the Group entities (including subsidiaries in other countries that use currency different from the currency of the Company) are translated into the presentation currency - New Taiwan dollars as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.

e. Inventories

Inventories consist of raw materials, supplies, finished goods and work-in-process and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at weighted-average cost on the balance sheet date.

  • f. Investments in subsidiaries

The Company uses the equity method to account for its investments in subsidiaries.

A subsidiary is an entity (including a structured entity) that is controlled by the Company.

Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of the subsidiary. The Company also recognizes the changes in the Company’s share of equity of subsidiaries.

Changes in the Company’s ownership interest in a subsidiary that do not result in the Company losing the control of the subsidiary are accounted for as equity transactions. The Company recognizes directly in equity any difference between the carrying amount of the investment and the fair value of the consideration paid or received.

When the Company’s share of loss of a subsidiary exceeds its interest in that subsidiary (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Company’s net investment in the subsidiary), the Company continues recognizing its share of further loss, if any.

The Company assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the investee’s financial statements as a whole. Impairment loss is recognized when the carrying amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Company recognizes a reversal of the impairment loss; the adjusted post-reversal carrying amount should not exceed the carrying amount (net of amortization or depreciation) before any impairment loss recognized. An impairment loss recognized on goodwill cannot be reversed in a subsequent period.

Profit or loss resulting from downstream transactions is eliminated in full in the parent company only financial statements. Profit and loss resulting from upstream transactions and transactions between subsidiaries is recognized only to the extents that are not related to the interests between the Company and subsidiaries.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

g. Property, plant and equipment

Property, plant and equipment are initially measured at cost, and subsequently measured at cost less accumulated depreciation.

Depreciation on property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

  • h. Goodwill

Goodwill arising from the acquisition of a business is carried at cost, and subsequently measured at cost less accumulated impairment loss.

For the purposes of impairment testing, goodwill is allocated to each of the Company’s cash-generating units or groups of cash-generating units (referred to as cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.

  • i. Intangible assets

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization. Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, they are measured on the same basis as intangible assets that are acquired separately.

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset are recognized in profit or loss.

  • j. Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs to.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • k. Financial instruments

Financial assets and financial liabilities are recognized when the company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • i) Measurement category

The Company’s financial assets include those measured at FVTPL, and at amortized cost.

  • A. Financial asset at FVTPL

The equity instruments that are not specified as FVTOCI and debt instruments that do not meet the criteria of amortized cost or FVTOCI are mandatorily required to be measured at FVTPL.

Any dividends, interest earned and gain or loss arising from the remeasurement is recognized in profit or loss at fair value. The determination methodology of fair value of financial instruments states in Note 28.

  • B. Financial assets at amortized cost

Financial assets that meet both two following conditions will subsequently be measured at amortized cost:

  • (1) The objective of the business model to hold the financial asset is to collect contractual cash flows; and

  • (2) The cash flows from contractual terms of the financial asset on specified dates are solely matched for payments of principal and interests on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, account receivables at amortized cost, other financial assets, and refundable deposits, are measured at amortized cost, which equals to gross carrying amount determined

This is the translation of the financial statements. CPAs do not audit or review on this translation.

by the effective interest method, subtracting any impairment loss. Foreign exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset.

Cash equivalents include time deposits with original maturities within 3 months from obtaining date, high liquidation level, readily convertible to a known amount of cash at any time, and low risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

ii) Impairment of financial assets

At the end of each reporting period, the impairment loss is recognized by expected credit loss method for financial assets at amortized cost (including trade receivables).

The loss allowance for trade receivables is determined by the expected credit losses over the lifetime. For other financial assets at amortized cost, if the credit risk on the financial instrument has not increased significantly after initial recognition, a loss allowance is determined by the expected credit losses resulting from the possible default events within 12 months after the reporting date. If, on the other hand, there has been a significant increase in credit risk after initial recognition, a loss allowance is determined by the expected credit losses resulting from all possible default events over the expected life of a financial instrument.

Expected credit losses (ECLS) reflect the weighted average of credit losses with the respective risks of default occurring as the weights. 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date. In contrast, Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

All impairment loss of the financial instruments with a corresponding adjustment to their carrying amount are through an allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and does not reduce the carrying amount of the financial asset.

iii) Derecognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

When a financial asset carried at amortized cost is derecognized in its entirety, the difference between the asset’s carrying amount and the consideration is recognized in profit or loss.

2) Equity instruments

Debt and equity instruments issued by the company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments issued by the company are recognized at the proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

3) Financial liabilities

  • i) Subsequent measurement

All the financial liabilities are measured by amortized cost using the effective interest method.

  • ii) Derecognition of financial liabilities

The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • l. Provisions

Provisions are measured at the best estimate of the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

m. Revenue recognition

The Company recognizes revenue when customer’s contract obligations are satisfied.

Revenue comes from sales of human and machine interface devices ICs. Revenue is recognized when the ICs start to be shipped or are delivered to the specific locations instructed by customers, at which time the customer has full discretion over the ICs. Revenue and trade receivables are recognized concurrently.

The Company considers varying contractual terms to estimate sales returns and recognize refund liabilities, which is classified under other payables.

  • n. Lease

The Company evaluates if the contract belongs to or includes the lease the commencement date.

The Company as lessee

Except for the leases of low-value asset or short-term leases recognized as expenses on a straight-line basis, the Company recognizes right-of-use assets and lease liabilities for all leases on the balance sheets from the commencement date.

  • o. Employee benefits

  • 1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

  • 2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost, including current service cost and net interest on the net defined benefit liability (asset,) is recognized as employee benefits expense in the period it occurs. Remeasurement, comprising

This is the translation of the financial statements. CPAs do not audit or review on this translation.

actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which they occur and will not be reclassified to profit or loss.

Net defined benefit liability represents the actual deficit in the Company’s defined benefit plan.

  • p. Share-based payment arrangements

Equity-settled and share-based payment arrangements granted to employees

The fair value at the grant date of the equity-settled and share-based payments is expensed on a straight-line basis over the vesting period, based on the Company’s optimal estimate number of shares or options that are expected to ultimately vest, with a corresponding increase in capital surplus - employee share options.

  • q. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

  • 1) Current tax

The tax on unappropriated earnings according to the Income Tax Law should be accrued in the year when the resolution regarding to the appropriated earnings is made in the shareholder meeting.

Any adjustment of prior years’ tax liability is counted in the current year’s tax provision.

  • 2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit. In addition, a deferred tax liability is not recognized on taxable temporary difference arising from initial recognition of goodwill.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the

This is the translation of the financial statements. CPAs do not audit or review on this translation.

manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

  • 3) Current and deferred tax for the year

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income, in which case, the deferred tax are recognized in other comprehensive income.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company’s accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Impairment of Goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, a material impairment loss may arise.

6. CASH AND CASH EQUIVALENTS

Cash on hand

Checking accounts and demand deposits
Cash equivalent (time deposits with original maturities less than
three months)

**December 31 ** **December 31 **


2020
$ 381

2,455,545
-

$ 2,455,926
2019
$ 377
421,333

419,720
$ 841,430

The market rate intervals of cash in bank at the end of the reporting period were as follows:

Demand deposits

Time deposits
December 31
2020
2019
0.001%-0.35% 0.001%-0.35%
-
2.2%-2.24%

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS-NON-CURRENT

December 31
2020 2019

Mandatorily at fair value through profit or loss (FVTPL)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

Listed preferred shares

Private Funds

$ 72,186


24,953

$ 97,139
$ 10,931

16,918
$ 27,849

8. OTHER FINANCIAL ASSETS

Time deposits with original maturities less than three months Market rate intervals

December 31 December 31
2020
$ 170,880

0.37%
2019
$ -
-

9. TRADE RECEIVABLES, NET

Trade receivables **December 31 ** **December 31 **
2020
$ 1,455,186
2019
$ 540,554

The average credit period on sales of goods was 60-120 days. In order to minimize credit risk, management of the Company has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Company reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowances are made for irrecoverable amounts. In this regard, management believes the Company’s credit risk was significantly reduced.

The Company recognizes the allowance loss for accounts receivable based on expected credit losses during the duration. The expected credit losses on trade receivables are estimated by using an allowance matrix which references customer default records, customer’s current financial position, and general economic conditions of the industry. Due to the past experiences, there is no significant difference among the loss patterns of different customer groups. Therefore, the allowance matrix does not further distinguish the customer groups, and only sets the expected credit loss rate based on the overdue days of trade receivable.

The following table details the loss allowance of trade receivables based on the Company’s allowance matrix.

December 31, 2020


Expected credit loss
rate
Gross carrying amount
and Amortized cost

December 31, 2019

Expected credit loss
rate
Gross carrying amount
and Amortized cost
Non Past Due
0%

$1,404,771

Non Past Due
0%

$540,180

Overdue 1-60
Days
0%
$ 40,401

Overdue 1-60
Days
0%
$ 374
Overdue 61-180
Days
0%
$ 14

Overdue 61-180
Days
0%
$ -
Overdue Over
181 Days
0%
$ -

Overdue Over
181 Days
0%
$ -
Total


0%
$ 1,445,186
Total

0%
$ 540,554

This is the translation of the financial statements. CPAs do not audit or review on this translation.

10. INVENTORIES

Finished goods

Work in progress
Raw materials and supplies

December 31 December 31


2020
$ 311,159

812,109
92,013

$ 1,215,281
2019
$ 198,145
304,486

114,484
$ 617,115

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2020 and 2019 was $8,811,546 thousand and $1,944,861 thousand, included gain from price recovery of inventory of $131,157 thousand and $70,676 thousand for the years ended December 31, 2020 and 2019, respectively.

11. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investments in subsidiaries

Unlisted companies
FocalTech Corporation, Ltd.

FocalTech Electronics, Ltd.
FocalTech Smart Sensors, Ltd.


Unlisted companies
FocalTech Corporation, Ltd.
FocalTech Electronics, Ltd.
FocalTech Smart Sensors, Ltd.(a)
December 31
2020
2019
$ 4,537,073
$ 5,121,499
December 31


2020
2019
$ 2,974,195
$ 3,002,990
1,562,878
2,071,743

-

46,766
$ 4,537,073
$ 5,121,499
Proportion of Ownership and
Voting Rights
December 31
2020
2019
100%
100%
100%
100%
-
50.06%

a. FocalTech Smart Sensors, Ltd. is owned solely by FocalTech Electronics Co., Ltd. in 2020, which was originally held by The Company and FocalTech Electronics Co., Ltd.

The share of profit or loss and other comprehensive income of these subsidiaries accounted for using the equity method recognized in 2019 and 2020 financial statements were based on the audited subsidiaries’ financial statements of the corresponding periods.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

11. PROPERTY, PLANT AND EQUIPMENT

Development
Equipment
Office
Equipment
Leasehold
Improve-
ments
Cost
Balance at January 1, 2019
$ 70,226
$ 304
$ 16,878

Additions

2,941

-

-

Balance at December 31, 2019
$ 73,167
$ 304
$ 16,878

Accumulated depreciation
Balance at January 1, 2019
$ 39,991
$ 231
$ 16,433

Depreciation

13,768

73

445

Balance at December 31, 2019
$ 53,759
$ 304
$ 16,878

Carrying amounts at December 31, 2019
$ 19,408
$ -
$ -

Cost
Balance at January 1, 2020
$ 73,167
$ 304
$ 16,878

Additions
6,385
-
-
Disposals
(
5,001)

-

-

Balance at December 31, 2020
$ 74,551
$ 304
$ 16,878

Accumulated depreciation
Balance at January 1, 2020
$ 53,759
$ 304
$ 16,878

Depreciation
10,567
-
-
Disposals
(
5,001)

-

-

Balance at December 31, 2020
$ 59,325
$ 304
$ 16,878

Carrying amounts at December 31, 2020
$ 15,226
$ -
$ -
Total
$ 87,408
2,941

$ 90,349
$ 56,655
14,286

$ 70,941
$ 19,408
$ 90,349
6,385
(
5,001)
$ 91,733
$ 70,941
10,567
(
5,001)
$ 76,507
$ 15,226

Property, plant and equipment were depreciated on a straight-line basis over the estimated useful lives as follows:

Development equipment 4 years Office equipment 4 years Leasehold improvements 1-4 years

Property, plant and equipment were not been pledged as collateral.

13. GOODWILL

Beginning balance
Impairment loss
Ending balance
For the Year Ended
2020
$ 1,237,268
-
$ 1,237,268
For the Year Ended
2020
$ 1,237,268
-
$ 1,237,268
December 31
2020
$ 1,237,268
-
$ 1,237,268
2019
$ 1,237,268
-
$ 1,237,268

Considering the synergy of integration of LCD driver and touch controller under the industry trend, the reverse merger was triggered by FocalTech Corporation, Ltd. on January 2, 2015, resulting the goodwill of $3,237,268 thousand. In 2018, the impacts of market improper competition and the shortage of wafer supply made the company a serious market share decline, which is expected to influence the market shares and gross margins in the future. Therefore, the recoverable amount from IDC (Integrated Driver Controller) less than the carrying value so the Company recognized the impairment loss of $2,000,000 thousand. In 2019, based on the market growth and market share gain in smartphone market, the Group estimated cash flows from sales of IDC (Integrated Driver Controller), and the recoverable amount exceeded the carrying

This is the translation of the financial statements. CPAs do not audit or review on this translation.

value. Therefore, the Group did not recognize any impairment on goodwill.

The recoverable amount is calculated by IDC projected net cash flows, discounted at 15.45% and 10.66% for the years ended December 31, 2020 and 2019, under the assumptions of management team judgments and historical experiences with regard to future growth rates and gross margin .

14. OTHER INTANGIBLE ASSETS

Licenses
and
Franchises

Cost
Balance at January 1, 2019
and December 31, 2019
$ 18,657
Accumulated amortization
Balance at January 1, 2019
$ 17,262
Amortization expense
840
Balance at December 31, 2019
$ 18,102
Carrying amounts at
December 31, 2019
$ 555
Cost
Balance at January 1, 2020
and December 31, 2020
$ 18,657
Accumulated amortization
Balance at January 1, 2020
$ 18,102
Amortization expense
423
Balance at December 31, 2020
$ 18,525
Carrying amounts at
December 31, 2020
$ 132
Software
$ 8,445
$ 8,217
228
$ 8,445
$-
$ 8,445
$ 8,445
-
$ 8,445
$-
Patents
Trademark
$ 76,478
$ 74,000
$ 31,140
$ 29,600
7,786
7,400
$ 38,926
$ 37,000
$ 37,552
$ 37,000
$ 76,478
$ 74,000
$ 38,926
$ 37,000
7,786
7,400
$ 46,712
$ 44,400
$ 29,766
$ 29,600
Total
$ 177,580
$ 86,219
16,254
$ 102,473
$ 75,107
$ 177,580
$ 102,473
15,609
$ 118,082
$ 59,498

Other intangible assets were amortized on a straight-line basis over the estimated useful lives as follows:

Licenses and franchises 5 years Software 3 years Patents 9-10 years Trademark 10 years

15. SHORT-TERM BORROWINGS

Unsecured borrowings
Line of credit borrowings

Market rate intervals
December 31 December 31

2020
$ 480,000

0.88%~1.06%
2019
$ -

-

This is the translation of the financial statements. CPAs do not audit or review on this translation.

16. TRADE PAYABLES

Trade payables

Trade payables-related party

December 31 December 31


2020
$ 1,397,089
539,210

$ 1,936,299
2019
$ 668,113
32,430
$ 700,543

The average credit period on purchases was 30-60 days. The Company has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.

17. OTHER PAYABLES

Payable for salaries and bonus

Payable for labor, health and social insurance
Reserve for litigations
Payable for professional services and others

December 31 December 31


2020
$ 238,059

12,450
32,052
56,995

$ 339,556
2019
$ 110,306
12,450
25,806

42,350
$ 190,912

18. RETIREMENT BENEFIT

a. Defined contribution plans

The Company adopted a pension plan under the Labor Pension Act (the “LPA”), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

b. Defined benefit plans

The defined benefit plan adopted by the Company in accordance with the Labor Standards Law is operated by the government. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before retirement. The Company contributes amounts equal to 2% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Company assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (“the Bureau”); the Company has no right to influence the investment policy and strategy.

The amounts included in the balance sheets in respect of the Company’s defined benefit plans were as follows:

Present value of defined benefit obligation
Fair value of plan assets
Net defined benefit liability
**December 31 ** **December 31 **

(
2020
$ 42,275


18,909)
(
$ 23,366
2019
$ 45,235

21,157)
$ 24,078

This is the translation of the financial statements. CPAs do not audit or review on this translation.

Movements in net defined benefit liability were as follows:

Present Value of Present Value of
the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets
Liability (Asset)
Balance at January 1, 2019 $ 45,590
( $ 19,494)
$ 26,096
Service cost
Current service cost 125 - 125
Net interest expense (income) 570
( 248)
322
Recognized in profit or loss 695
( 248)
447
Remeasurement
Return on plan assets (excluding amounts
included in net interest) -
( 627 ) ( 627 )
Actuarial loss - changes in financial
assumptions 1,421 - 1,421
Actuarial loss - experience adjustments ( 2,471)
-
( 2,471)
Recognized in other comprehensive income ( 1,050)
( 627)
( 1,677)
Contributions from the employer -
( 788) ( 788)
Balance at December 31, 2019 45,235
( 21,157) 24,078
Service cost
Current service cost 126 - 126
Net interest expense (income) 452
( 215)
237
Recognized in profit or loss 578
( 215)
363
Remeasurement
Return on plan assets (excluding amounts
included in net interest) -
( 619 ) ( 619 )
Actuarial loss - changes in financial
assumptions 1,151 - 1,151
Actuarial loss -demographic assumptions 1,436 - 1,436
Actuarial loss - experience adjustments ( 2,327)
-
( 2,327)
Recognized in other comprehensive income 260
( 619)
( 359)
Contributions from the employer -
( 716 ) ( 716 )
Benefits paid ( 3,798)
3,798 -
Balance at December 31, 2020 $ 42,275
( $ 18,909)
$ 23,366

Through the defined benefit plans under the Labor Standards Law, the Company is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic/and foreign/equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate
Expected rate of salary increase
**December 31 **
2020
2019
0.8%
1%
4.5%
4.5%

If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate
0.25% increase
0.25% decrease
Expected rate of salary increase
1% increase
1% decrease
December 31 December 31
2019
($ 1,501)

($ 1,566)

($ 6,441)

($ 5,567)
2019
($ 1,422)
($ 1,481)
($ 6,141)
($ 5,334)

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

The expected contributions to the plan for the next year
The average duration of the defined benefit obligation
19. EQUITY
a. Share capital
Ordinary shares (NT$10 par value per share)
December 31
2020
$ 717

16.1 years
2019
$ 770
14.9 years
Numbers of shares authorized (in thousands)
Shares authorized
Number of shares issued and fully paid (in thousands)
Shares issued
b. Capital surplus
Additional
Paid-in
Capital
(1)
Treasury
Shares
(1)
BALANCE, JANUARY 1, 2019
$ 6,422,355 $ 40,868
Capital surplus used to cover accumulated deficits
(
1,248,601 )
-
Cash distribution from additional paid-in capital
(
150,000 )
-
Numbers of shares authorized (in thousands)
Shares authorized
Number of shares issued and fully paid (in thousands)
Shares issued
b. Capital surplus
Additional
Paid-in
Capital
(1)
Treasury
Shares
(1)
BALANCE, JANUARY 1, 2019
$ 6,422,355 $ 40,868
Capital surplus used to cover accumulated deficits
(
1,248,601 )
-
Cash distribution from additional paid-in capital
(
150,000 )
-
Numbers of shares authorized (in thousands)
Shares authorized
Number of shares issued and fully paid (in thousands)
Shares issued
b. Capital surplus
Additional
Paid-in
Capital
(1)
Treasury
Shares
(1)
BALANCE, JANUARY 1, 2019
$ 6,422,355 $ 40,868
Capital surplus used to cover accumulated deficits
(
1,248,601 )
-
Cash distribution from additional paid-in capital
(
150,000 )
-




Changes in
ownership
interests in
subsidiaries
(2)
December 31 December 31



Employee
Share Options
(3)
$ 6,422,355
(
1,248,601 )
(
150,000 )
$ 40,868

-

-
($0,0020,448)
(-)
(-)

($0,047,476)
(-)
(-)

($0,020,334)
(-)
(-)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

Changes in ownership interests in subsidiaries

Employee treasury share vested

Compensation cost of employee share options

Issue of ordinary shares under employee share
options

Employee share options expired

BALANCE AT DECEMBER 31, 2019

Capital surplus used to cover accumulated deficits
(
Cash distribution from additional paid-in capital
(
Employee treasury share vested

Treasury shares transferred to employees

Compensation cost of employee share options

Issue of ordinary shares under employee share
options

Employee share options expired

BALANCE AT DECEMBER 31, 2020
-
-
-
7,794
-
-
13,917
-
-

-

5,037,671
48,662

183,307 )
-

150,000 )
-
-
19,471
-
1,228
-
-
21,081
-
-

-

$ 4,725,445
$ 69,361
($ 0,020,448)
(-)
(-)
(-)
( -)

($ 0,0-)

(-)
(-)
(-)
(-)
(-)
(-)
( -)

($-)
(-) (-)($ 0,020,448)
($ 0,007,794) (-) (-)
($ 0,009,787) (-) ($ 0,009,787)
($ 0,010,759) (-) ($ 0,03,158)
( 13,200)
(13,200)
( -)
($ 0,025,510) ($ 0,033,534) ($5,145,377)
(-) (-)($ 0,183,307)
(-) (-)($ 0,150,000)
($ 0,019,471) (-) (-)
(-) (-) (1,228)
21,279
(-)
21,279
($ 0,012,016) (-) ($ 0,09,065)
($ 0,000,399) (399)
( -)
($ 14,903)
($ 33,933)
($ 4,843,642)
  • 1) This type of capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or converted to share capital (at a certain percentage of the Company’s capital surplus annually).

  • 2) This type of capital surplus may be used to offset a deficit.

  • 3) This type of capital surplus cannot be used for any purposes.

  • c. Retained earnings and dividend policy

The amendments to the Company’s Articles of Incorporation had been approved by the Company’s shareholders in its meeting held on June 20, 2019, which stipulate that earnings distribution may be made on a quarterly basis after the close of each quarter.

The Company’s amended Articles of Incorporation provides that, when distributing earnings belonging to the first three quarter, the Company shall first estimate and reserve taxes to be paid, offset its deficits, estimate and reserve employees’ compensation and remuneration to directors, then set aside a legal capital reserve at 10% of the remaining earnings and set aside or reversing special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings at the beginning shall be used by the Company’s board of directors as the basis for proposing a distribution plan after the Company’s board of directors consider operational situation and retain proper amount. By the way of stock dividends, it shall be approved by the Company’s shareholders in its meeting; by the way of cash dividends, it shall be approved by the Company’s board of directors.

When distributing annual earnings, the Company shall pay taxes, offset its losses, set aside 10% as legal reserve, then set aside or reverse a special reserve in accordance with relevant laws or regulations. The Board of Directors shall prepare a distribution proposal for the remaining earnings plus the unappropriated retained earnings of previous years. Earnings distribution may be made in the form of shares after an approved resolution made by the shareholders’ meeting. Pursuant to the Company Act, the distributable dividends and bonuses or the legal reserve and the capital reserve (stipulated in Article 241, Paragraph 1 of the Company Act) in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition to a report of such distribution shall be submitted to the shareholders’ meeting.

Before the amendment of the Company’s Articles of Incorporation on shareholders’ meeting on June 20, 2019, the earing distribution is only allowed after yearly closing by the approval of the shareholders’ meeting. The rest retained earnings and dividends policy are consistent.

On June 20, 2020, the shareholders’ meeting resolved that the Company’s Articles of Incorporation amended on June 20, 2019 shall be revised back to the previous version.

See Note 21(d) for policy stipulated in the Articles of Incorporation regarding to the remuneration for

This is the translation of the financial statements. CPAs do not audit or review on this translation.

employees and directors.

Considering current and future development plans, investment conditions, capital requirements, and market competition situations, and shareholder benefits, The Company would appropriate the dividends to the shareholders not less than 10% of the current year’s earnings. The dividends could be paid in cash or shares. The cash portion should be equal or more than 10% of the total dividends. It is allowed not to distribute any cash dividend if the cash amount per share is less than NT 0.5.

Legal reserve should be appropriated from earnings until the legal reserve equals the Company’s paid-in capital. Legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

NT$186,154 thousand from legal reserve and NT$1,248,601 thousand from capital surplus for loss offsetting as well as the cash distribution of NT$150,000 thousand, i.e. NT$0.52010840 per share, from additional paid-in capital of share issue premium had been approved in the Company’s shareholders’ meeting on June 20, 2019.

NT$183,307 thousand from additional paid-in capital for loss offsetting as well as the cash distribution of NT$150,000 thousand, i.e. NT$0.50291032 per share, from additional paid-in capital of share issue premium had been approved in the Company’s shareholders’ meeting on June 20, 2020.

To increase the return on shareholders’ equity, it was approved for reduction of capital in the Company’s shareholders’ meeting on June 20, 2020. Company’s share capital was reduced by $899,721 thousand, and estimated to eliminate 89,972 thousand shares of the Company. Each share will be returned by $3 and the ratio of capital reduction is 30%. The reduction of capital was approved by Financial Supervisory Commission on September 2, 2020. The record date of capital reduction was September 8, 2020, and the date of completion of capitalization change registration was on September 14, 2020. The cash of capital reduction was returned to the company’ shareholders on October 28, 2020.

  • d. Treasury stock
Shares
(In Thousands)
Number of shares at January 1, 2019 (15,970)
Decrease during the period (4,992)
Number of shares at December 31, 2019 (10,978)
Decrease during the period ( 9,681)
Decrease due to capital reduction during the period (519)
Number of shares at December 31, 2020 (778)

The detailed information for other Shares Buy Back Programs could be found in Note 24 (b).

The treasury shares held by the company cannot be pledged and no dividend and voting right is attached in accordance with the Regulations of Securities and Exchange Act.

20. REVENUE


IC for human and machine interface devices
For the Year Ended December 31
2020
2019
$ 11,366,680 $ 2,445,648

This is the translation of the financial statements. CPAs do not audit or review on this translation.

43,670 456,118 $ 11,410,350 $ 2,901,766

Service revenue

21. Contract balances
Contract liabilities (classified as current liabilities)

Sales of goods

NET INCOME
December 31 December 31

2020
$ 106,683
2019
$ 2,998
a. Finance costs

Interest on deposits
Interest on bank loans
b. Depreciation and amortization

Property, plant and equipment

Intangible assets


An analysis of depreciation and
amortization by function
Operating costs

Operating expenses


c.
Employee benefits expense

Post-employment benefits
Defined contribution plans

Defined benefit plans (see Note 18)
Share-based payments (see Note 24)
Other employee benefits

Total employee benefits expense

An analysis of employee benefits expense by function
Operating costs

Operating expenses

**For the Year Ended ** **For the Year Ended ** **For the Year Ended ** **December 31 **
2020
$ 1,078

814
$ 1,892
For the Year Ended
2019
$ 1,150

2
$ 1,152
December 31
2020
$ 10,567


15,609

$ 26,176

$ 722


25,454

$ 26,176

For the Year Ended
2019
$ 14,286

16,254
$ 30,540
$ 1,299

29,241
$ 30,540
December 31





2020
$ 25,596

363
12,433
833,872

$ 872,264

$ 94,586

777,678

$ 872,264
2019
$ 26,189
447
4,934

647,418
$ 678,988
$ 83,197

595,791
$ 678,988

This is the translation of the financial statements. CPAs do not audit or review on this translation.

d. The remuneration to employees and directors

The Company stipulates to distribute employees’ compensation and remuneration to directors at the rates no less than 1% and no higher than 1.5%, respectively, of net profit before income tax, employees’ compensation, and remuneration to directors. Due to the net loss before tax for the year ended December 31, 2019, there was no accrual for any remuneration to employees and directors. The accrued employees’ compensation and remuneration to directors for the year ended December 31, 2020 are as follows:

The remuneration to employees
The remuneration to directors
The remuneration to employees
The remuneration to directors
December 31, 2020 December 31, 2020
9.4%
0.6%
December 31, 2020
$123,450
$ 7,214

If there is a change in the proposed amounts after the annual financial statements were authorized for issue, the differences are recorded as a change in accounting estimate.

There is no difference between the actual amount of remuneration to employees and directors resolved and the amount of remuneration to employees and directors accounted for in 2020 financial statements.

Information on the employees’ compensation and remuneration to directors resolved by the Company’s board of directors are available on the Market Observation Post System website of the Taiwan Stock Exchange.

22. INCOME TAXES

  • a. Income tax expense (benefit) recognized in profit or loss

Current tax
In respect of the current year
Adjustments for prior years
Deferred tax
In respect of the current year
Adjustments for prior years
Income tax expense recognized in profit or loss
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **





2020
$ 108,514


-

108,514

54,139

1,334


55,473

$ 163,987
2019
$ -

1,199
1,199
14,308
( 852)

13,456
$ 14,655

A reconciliation of accounting profit and income tax expense is as follows:


Income (loss) before tax from continuing operations

Income tax expense (benefit) calculated at the statutory rate and
the effective tax rate

Nondeductible expenses in determining taxable income
Tax effect of earnings to be distributed by subsidiaries
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **

2020
$1,175,979

$ 164,637

5,730
21,734
2019
$ (160,594)
$ (22,483)
-
4,597

This is the translation of the financial statements. CPAs do not audit or review on this translation.

Unrecognized temporary differences

Adjustments for prior years’ tax

Income tax expense recognized in profit or loss
(29,448)
1,334

$ 163,987
32,194

347
$ 14,655

The company’s research and development expenditure is expected to offset the corporate income tax by 30%, so the effective tax rate is 14% after considering the deduction effect.

b. Current tax assets and liabilities


Current tax assets( recorded as other current assets)
Tax refund receivable
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 2,032
2019
$ 1,788

c. Recognized in other comprehensive income


Deferred tax
Remeasurement of defined benefit plans
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 50
2019
$ 235

d. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities were as follows:

2020

Deferred tax assets
Temporary differences
Obsolete of inventory

Others

Loss carryforwards


Deferred tax liabilities
Temporary differences
Intangible assets

Investment income recognized
from foreign investees

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Compre-
hensive
Income
$ 89,699
$ (18,363)
$ -

623

(6,011)

(50)

90,322
(24,374)
(50)

11,423
(11,423)

-

$ 101,745
$(35,797)
$ (50)

$ 10,290
$ (2,058)
$ -

23,247
21,734

-

$ 33,537
$ 19,676
$ -
Closing
Balance
$ 71,336
(5,438)
65,898
-
$ 65,898
$ 8,232
44,981
$ 53,213

This is the translation of the financial statements. CPAs do not audit or review on this translation.

2019

Deferred tax assets
Temporary differences
Obsolete of inventory

Others


Loss carryforwards


Deferred tax liabilities
Temporary differences
Intangible assets

Investment income recognized
from foreign investees

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Compre-
hensive
Income
$ 109,571
$ (19,872)
$ -

(484)

1,342

(235)

109,087
(18,530)
(235)

3,810

7,613

-

$ 112,897
$(10,917)
$ (235)

$ 12,348
$ (2,058)
$ -

18,650

4,597

-

$ 30,998
$ 2,539
$ -
Closing
Balance
$ 89,699
623
90,322
11,423
$ 101,745
$ 10,290
23,247
$ 33,537
  • e. The aggregate amount of temporary difference associated with investments for which deferred tax liabilities have not been recognized

As of December 31, 2020 and 2019, the taxable temporary differences associated with investment in subsidiaries for which no deferred tax liabilities have been recognized were $2,480,872 thousand and $2,742,072 thousand, respectively.

  • f. Income tax assessments

The Company’s tax returns until 2018 have been assessed by the tax authorities.

23. EARNINGS (LOSS) PER SHARE

EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share
Diluted earnings (loss) per share
Unit: NT$ Per Share
For the Year Ended December 31

2020
$ 3.97

$ 3.73
2019
$ (0.63)

The earnings (loss) and weighted average number of ordinary shares outstanding in the computation of earnings per share were as follows:


Earnings (loss) used in the computation of basic earnings per share
**For the Year Ended ** **For the Year Ended ** December 31
2020
$1,011,992
2019
$(175,249)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

Weighted Average Number of Ordinary Shares Outstanding (In Thousand Shares):


Weighted average number of ordinary shares used in the computation
of diluted earnings per share
Effect of potentially dilutive ordinary shares:
Employee shares buyback program(note)
Employee share options (note)
The remuneration to employees

Weighted average number of ordinary shares used in the computation
of diluted earnings per share
For the Year Ended For the Year Ended December 31
2020
254,897
14,592
569
1,322

271,380
2019
276,714
-
-

-
276,714

The Company may settle the compensation of employees in cash or shares; therefore, the Company assumes that the entire amount of the compensation will be settled in shares, and the resulting potential shares are included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

Note: The Company has a net loss after tax, so there is no dilutive effect in 2019.

24. SHARE-BASED PAYMENT ARRANGEMENTS

The company did not issue any additional employee stock option plan in 2020 and 2019.

The Company’s shareholders’ meeting resolved to issue restricted stocks for employees up to 6,000 thousand shares on June 20, 2020. There was no restricted stock granted to employees by the end of 2020 while the restricted stocks plan was approved by Financial Supervisory Commission on August 12, 2020.

a. Employee stock option plan

Information about vested options of 2020 and 2019 are as following:

Employee Stock
Option Plan
2006
2015
December 31,2020
Weighted-aver
age remaining
contractual life
(years)
1.1~2.27
4.67
December 31,2019
Range of
exercise price
(NT$)
$5.46~36.8
15.9
Range of
exercise price
(NT$)
$4.2~32.10
12.2
Weighted-aver
age remaining
contractual life
(years)
1.32~3.48
5.67

This is the translation of the financial statements. CPAs do not audit or review on this translation.

Information about outstanding options in 2020 and 2019 is as following:

2020


Employee
Stock Option
Plan
Beginning Balance
Options unvested

Options unvested
Options exercised Options exercised Options expired EndingBalance EndingBalance
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
2006

2015
805,599

677,500
$ 23.49

12.20

-
-
$ -

-
( 407,400)
(242,000)
$ 29.68
14.33

-
( 38,000)
$ -
13.56
398,199
397,500
$ 26.65
15.90

2019


Employee
Stock Option
Plan
Beginning Balance
Options unvested

Options unvested
Options exercised Options exercised Options expired EndingBalance EndingBalance
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
Quantity
of Options
Weighted-
average
Exercise
Price
(NT$)
2006

2013

2015
1,594,999

627,250
985,750
$ 19.86

37.90

12.2

-

-
( 35,750)
$ -

-
12.2
( 660,200)

-
(272,500)
$ 13.86

-
12.2
( 129,200)
(627,250)

-
$ 27.80
37.90

-
805,599


-
677,500
$ 23.49

-

12.2

As of December 31, 2020, the valid and outstanding employee stock option plans are as following:

Plan
2006 employee stock option
plan
2015 employee stock option
plan
Number of
Options
12,600,000
2,800,000
Valid
Period
10 years
10 years
Vesting Terms
(1) A certain percentages of the options
defined in the plan are vested and
exercisable after the first anniversary,
or (2) according to the achievement
level of the performance target defined
in advance.
(1) A certain percentage of the options
defined in the plan are vested and
exercisable after the second
anniversary.

For the subsequent changes in the Company’s ordinary share capital, such as issuance of shares in cash, from earnings and capital surplus, consolidation, spin-off, share split, and issuance of global depositary receipts, and decrease in ordinary shares which is not resulted from treasury share retired, the exercise price and the conversion ratio would be considered to adjust accordingly based on the plans.

b. Shares Buy Back Program

Information about the Company buyback its shares as follows:

Items
The 2nd Shares Buy
Back Program
The 3rd Shares Buy Back
Program
The 4th Shares Buy Back
Program
The date of
board of
directors
approved
2016/4/28
2017/5/12
2018/7/26
Buyback
shares
(In thousand
share)
5,000
6,808
8,000
Transferred
shares
(In thousand
share)
Adjustment
due to capital
reduction
(In thousand
share)

5,000
-
6,808
-
7,848
(
46 )
Shares not
transferred
yet
(In thousand
share)
-
-

106
Transferred
price
(in dollar)
$ 26.53

36.11

33.81
(Adjusted)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

Items
The 5th Shares Buy Back
Program
The date of
board of
directors
approved
2018/8/23
Buyback
shares
(In thousand
share)
7,689
Transferred
shares
(In thousand
share)
Adjustment
due to capital
reduction
(In thousand
share)

6,544
(
473 )
Shares not
transferred
yet
(In thousand
share)

672
Transferred
price
(in dollar)

34.09
(Adjusted)

Information about Shares Buy Back Programs transferred is as follows:

T h e 2 n d S h a r e s B u y B a c k P r o g r a m T h e 3 r d S h a r e s B u y B a c k P r o g r a m

Employee
subscription
base date
2016/10/28
2017/02/24
2018/02/08
2018/04/24
2018/07/26
2019/05/07
Total
Shares
transferred
(In
Thousands)
The fair value
of the right to
subscribe
(NT$)
Employee
subscription
base date
2,624
$ 11.26
2017/07/24
50
11.26
2018/07/26
120
4.20
2019/05/07
255
4.30
1,765
-
186
-
5,000
Total
Shares
transferred
(In
Thousands)
3,198
3,515
95


6,808
The fair value
of the right to
subscribe
(NT$)
$ 12.85
-
-

T h e 4 t h S h a r e s B u y B a c k P r o g r a m T h e 5 t h S h a r e s B u y B a c k P r o g r a m

Employee
subscription
base date
2020/03/20
Total
Shares
transferred
(In
Thousands)
The fair value
of the right to
subscribe
(NT$)
Employee
subscription
base date
7,848
$ 3.30
2019/05/07


2019/11/08


2020/03/20

2020/11/06
7,848

Total
Shares
transferred
(In
Thousands)
4,651
60
1,399
434
6,544
The fair value
of the right to
subscribe
(NT$)
$ -
-
3.70
1.90

The limitations and rights on the unvested shares were as follows:

  • 1) The employees cannot sell, pledge, transfer, donate, or dispose these shares.

  • 2) The Company and the employees should enter into a trust agreement with a trust and custodian institution and authorize the institution to exercise the shareholders’ rights including but not limited to attendance, proposing, speaking and voting in the shareholder meetings.

  • 3) The unvested shares are entitled to receive cash and/or share dividends and the derivatives.

If an employee fails to meet the vesting conditions, the trust institution would dispose the unvested shares and return proceeds to the employee no more than the original purchase price.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

  • c. Options of the share transfer plan granted were measured by using the Black-Scholes pricing model

Compensation cost recognized for share-based payments above in 2020 and 2019 were as follows:


Employee share option plans

Shares buyback program



Capital surplus - employee share options
**For the Year Ended ** **For the Year Ended ** December 31
2020
$ -

$ 12,433

$ 12,433

For the Year Ended
2019
$ 241
$ 4,693
$ 4,934
December 31
2020
$ 12,433
2019
$ 4,934

25. Equity transactions with non - controlling interests

In November 2019, the Company ownership interest over FocalTech Smart Sensors, Ltd. increase to 50.06% from 42.34% Due to capital injection and no pro rata subscription in new shares.

The transactions did not change the controlling status. FocalTech Smart Sensors, Ltd. was treated as a subsidiary under equity method.

26. OPERATING LEASE ARRANGEMENTS

The Company is Lessee

The Company and its subsidiaries have lease contracts for office, plant and some office equipment, which would be expired before September 2021. Above mentioned lease contracts are short-term lease agreement, and the Company applies practical expedients so the Company does not recognize right-of-use assets and lease liabilities. The amount of short-term commitment which the Company apply practical expedients is $9,140 thousand.

The lease payments recognized in profit or loss for the current period was as follows:


lease payment
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 22,726
2019
$ 23,150

27. CAPITAL MANAGEMENT

The capital structure of the Company consists of debt and equity .The Company manages its capital to ensure that entities in the Company will be able to continue as going concerns while maximizing the return to stockholders through the optimization of the debt and equity balance.

To define the strategy of the Company’s capital structure, the Company first sets its target market share according to the industry scale, the growth of the industry and the product roadmap. Based on the projected market position, the Company plans the research and development investment and capital expenditure. Furthermore, the Company calculates working capitals and cash demands based on the long-term development plan considering the industry characteristics to build up the overall operating model. Finally, the Company evaluates not only the possible contribution margin, operating profit ratio and cash flows according to the product competitiveness but also risk factors such as the fluctuation of the business circle and the life circle of the product to decide the suitable capital structure. The management reviews capital structures periodically and considers the possible costs and risks of different capital structures. Generally,

This is the translation of the financial statements. CPAs do not audit or review on this translation.

the Company adopted prudent capital management strategy.

The Company was not restricted to other external capital requirements.

28. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments that are not measured at fair value

The management believes the carrying amounts of financial assets and financial liabilities not measured of fair value approximate their fair values or cannot be reliably measured.

  • b. Fair value of financial instruments that are measured at fair value on a recurring basis

  • 1.) Fair value hierarchy

December 31, 2020

Financial asset at FVTPL
Listed preferred shares
Private funds
Total
December 31, 2019
Financial asset at FVTPL
Listed preferred shares
Private funds
Total
Level 1
$ 72,186
-
$ 72,186
Level 1
$ 10,931
-
$ 10,931
Level 2
$ -
-
$-
Level 2
$ -
-
$-
Level 3
$ -
24,953
$ 24,953
Level 3
$ -
16,918
$ 16,918
Total
$ 72,186
24,953
$ 97,139
Total
$ 10,931
16,918
$ 27,849

There were no transfers between Level 1 and Level 2 in 2020 and 2019.

  • 2) Reconciliation of financial instruments measured by Level 3 fair value

Financial assets at FVTPL

Balance, beginning of year
Purchases
Disposals
Recognized in profit or loss(other income or loss)
Balance, end of year
For the Years Ended in December 31 For the Years Ended in December 31


(
2020
2019

$ 16,918

$ 11,589
10,000

5,355
-

(
7 )

1,965)

(
19)
$ 24,953

$ 16,918

3) Valuation techniques and inputs applied for the purpose of measuring Level 3 fair value measurement

The unlisted equity investment is measured by the market approach, which decides fair value by referring to the recent financing activities of investees or the market transaction prices and status of the similar companies. The Company had carefully evaluated and selected the suitable evaluation method, but the use of different evaluation models or fair values may result in different evaluation results.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

  • c. Categories of financial instruments
Financial assets
Fair value through profit or loss (FVTPL)
Mandatorily at FVTPL
Amortized cost (Note 1)
Financial liabilities
Amortized cost (Note 2)
December 31
2020
2019
$ 97,139
$ 27,849
4,217,596
1,494,534
3,238,131
1,009,049
  • 1) The amounts include financial instruments measured at amortized cost, which comprise cash and cash equivalents, trade receivables, other financial assets and refundable deposits which is booked in other non-current assets.

  • 2) The balances included financial liabilities measured at amortized cost, which comprise trade and other payables and deposits received.

  • d. Financial risk management objectives and policies

The Company’s major financial instruments include cash and cash equivalents, trade receivable, other financial assets, financial assets at FVTPL, trade and other payables. The Company’s Corporate Treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The board of directors is solely responsible for established and monitored the framework of risk management of the Company, the board of directors authorized the chairman develop and monitored the risk management policy of the Company with the operation center of the Group, and regularly reported the situation to the board of directors.

The Company’s financial risk management policies are developed for identifying and analyzing the financial risks to the Company, evaluating the impacts of the financial risks, and executing the financial-risk aversion policies. The financial risk management is periodically reviewed to reflect changes to the market and the operations. Through the internal controls, such as training and setting up managing requirements and procedures, the Company is engaged in developing a disciplined and constructive control environment, in order to have all employees understand own responsibilities.

The Company’s board of directors monitors the management on managing the compliance to the financial risk management policies and procedures and reviews the appropriateness of risk management structure. To assist the board of directors, the internal auditors perform period and exceptional reviews on the controls and procedures of financial risk management and report the result of reviews to the board of directors.

1) Market risk

The major financial risks from the Company’s operation were foreign currency exchange risk referred to i) and interest rate risk referred to ii).

  • i) Foreign currency risk

This is the translation of the financial statements. CPAs do not audit or review on this translation.

The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities which were not in the same functional currency with the Company at the end of the reporting period are shown in Note 31.

Sensitivity analysis

The Company was mainly exposed to the U.S. dollar. The following table details the Company’s sensitivity to a 5% increase and decrease in New Taiwan dollars (the functional currency) against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis included only outstanding foreign currency denominated monetary items and adjusts their translation at the end of the reporting period for a 5% change in foreign currency rates. A positive number below indicates a decrease in pre-tax profit and other equity associated with New Taiwan dollars strengthen 5% against the relevant currency. For a 5% weakening of New Taiwan dollars against the relevant currency, there would be an equal and opposite impact on pre-tax profit and other equity and the balances below would be negative.


Profit or loss/
equity
USD Impact USD Impact USD Impact
For the Year Ended December 31
2020
$ 67,415(i)
2019
$ 29,008(i)
  • (1).This was mainly attributable to the exposure of outstanding USD including trade receivables, trade payables, other payables, other current assets and other current liability.

ii) Interest rate risk

The Company was exposed to interest risk arising from fixed rate time deposits, other financial assets and floating rate demand deposits. The time deposits were at fixed interest rates, and other financial assets were at fixed rates or with guaranteed minimal interest rates and carried at amortized costs, and, therefore, the variations to interest rates did not affect future cash flows.

The carrying amount of the Company’s financial assets with exposure to interest rates at the end of the reporting period were as follows:

Fair value interest rate risk
Financial assets

Financial liabilities

Cash flow interest rate risk
Financial assets


December 31 December 31
2020
$ 170,880

$ 480,000

$ 2,454,853
2019
$ 419,720
$ -
$ 421,333

Sensitivity analysis

The sensitivity analyses below were determined based on the Company’s exposure to interest rates for non-derivative instruments at the end of the reporting period. A 25 basis point increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 25 basis points higher/lower and the Company hold all variables

This is the translation of the financial statements. CPAs do not audit or review on this translation.

constantly, the Company’s post-tax profit for the year ended December 31, 2020 and 2019 would decrease/increase by $6,137 thousand and $1,053 thousand, respectively.

2) Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. As at the end of the reporting period, the Company’s maximum exposure to credit risk which will cause a financial loss to the Company due to failure of counterparties to discharge an obligation from the carrying amounts of the financial assets as recognized in the balance sheets.

The Company’s concentration of credit risk was related to the five largest clients of trade receivables. Ongoing credit evaluation is performed on the financial condition of trade receivables.

As of December 31, 2020, the Company’s five largest customers took 69% of total trade receivables, the remaining transactions with a large number of unrelated customers, thus, no significant concentration of credit risk was observed.

3) Liquidity risk

The Company manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Company’s operations and mitigate the effects of fluctuations in cash flows. In addition, bank loans are a significant resource of liquidity for the Company.

As of December 31, 2020 and 2019, the available unutilized short-term bank loan facilities refer to (ii) Financing facilities.

  • i) Liquidity and interest risk rate tables for non-derivative financial liabilities

The Company’s remaining contractual maturity for its financial liabilities was based on the undiscounted cash flows, including interest and principal cash flow, of financial liabilities from the earliest date on which the Company can be required to pay.

December 31, 2020
On Demand or
Less than
1 Year
Non-interest bearing
$ 2,275,649

Fixed interest rate liabilities

480,206

$ 2,755,855

December 31, 2019
On Demand or
Less than
1 Year
Non-interest bearing
$ 891,455
1-5 Years
$ 482,276

-
$ 482,276
1-5 Years
$ 117,594

This is the translation of the financial statements. CPAs do not audit or review on this translation.

ii) Financing facilities

Unsecured bank lines of credit
Amount used

Amount unused

December 31,
2020
$ 495,665

204,335

$ 700,000
December 31,
2019
$ -
800,000
$ 800,000

29. TRANSACTIONS WITH RELATED PARTIES

Except for information disclosed elsewhere in the other notes, details of transactions between the Company and other related parties are disclosed below.

  • a. Related party name and category
Related Party Name
FocalTech Systems, Ltd.
FocalTech Electronics, Ltd.
FocalTech Smart Sensors, Ltd.
Related Party Category
Subsidiary
Subsidiary
Subsidiary
  • b. Sales of goods

Line Item
Related Party Category/Name
Sales
Subsidiaries
FocalTech Systems, Ltd.

Others

**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2020
$ 43,670


-

$ 43,670
2019
$ 433,048
23,070
$ 456,118

The Company provided research and development and manufacturing management services and charged for revenues according to contracts.

  • c. Purchases of goods

Line Item
Related Party Category/Name
Subsidiaries
Purchase
FocalTech Electronics, Ltd.

Others

**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2020
$ -


46,550

$ 46,550
2019
$ 243,174

-
$ 243,174

Purchases were made by the Company at market prices and conditions similar with the non-related parties.

  • d. Payables to related parties
Line Item
Related Party Category/Name
Subsidiaries
Trade payables FocalTech Electronics, Ltd.

Others


**December 31 ** **December 31 **


2020
$ 518,851


20,359

$ 539,210
2019
$ 19,063

13,367
$ 32,430

The outstanding trade payables to related parties are unpledged.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

e. Prepayments (accounted for other current assets)

Line Item
Related Party Category/Name
Subsidiaries
Prepayments
FocalTech Smart Sensors, Ltd.

Advances (accounted for other current liabilities)
Line Item
Related Party Category/Name
Subsidiaries
Advances
FocalTech Systems, Ltd.

December 31 December 31
2020
2019
$ 85,440
$ -
December 31
2020
$ 247,263
2019
$ 154,595
  • f. Advances (accounted for other current liabilities)

The Company accounted for service revenue from related parties in advance.

  • g. Other transactions with related parties

The Company provides guarantee services to its subsidiaries, and charged for 802 thousand service revenue in 2019. Please refer to Table 2.

  • h. Compensation of key management personnel

Long-term employee benefits
Short-term employee benefits
Post-employment benefits
Share-based payments
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 15,450

40,107
459

2,689

$ 58,705
2019
$ 16,646
29,618
540

1,990
$ 48,794

30. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACTUAL COMMITMENTS

FocalTech Electronics, Ltd., a subsidiary of the Company, filed a litigation of patent infringement against Novatek Microelectronics Corp. in September 2018 .As of the report issue date, the result of litigation and the effect on financial statements still could not be inferred.

31. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The following information was aggregated by the foreign currencies other than functional currencies of the group entities and the exchange rates between foreign currencies and respective functional currencies were disclosed.

The significant assets and liabilities denominated in foreign currencies were as follows:

December 31, 2020

Foreign Exchange Rate Carrying
Currencies Amount
Financial assets
Monetary items
USD $
144,584
28.48 (USD:NTD) $ 4,117,740

This is the translation of the financial statements. CPAs do not audit or review on this translation.

Monetary items
USD 159,307 28.48 (USD:NTD)
4,573,073
Financial liabilities
Monetary items
USD 97,242 28.48 (USD:NTD)
2,769,444
December 31, 2019
Foreign Exchange Rate Carrying
Currencies Amount
Financial assets
Monetary items
USD $
51,829
29.980 (USD:NTD) $ 1,553,825
Monetary items
USD 170,831 29.980 (USD:NTD)
5,121,499
Financial liabilities
Monetary items
USD 32,477 29.980 (USD:NTD)
973,667

32. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions and investees:

  • 1) Financing provided to others (Table 1)

  • 2) Endorsements/guarantees provided (Table 2)

  • 3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures) (Table 3)

  • 4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (None)

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (None)

  • 6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (None)

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (None)

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (None)

  • 9) Trading in derivative instruments (None)

  • 10) Information on investees (Table 4)

  • b. Information on investments in mainland China

This is the translation of the financial statements. CPAs do not audit or review on this translation.

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area. (Table 5)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: (None)

  • c. Information of major shareholder

List of all shareholders with ownership of 5 percent or greater showing the names and the number of shares and percentage of ownership held by each shareholder: (Table 6)

This is the translation of the financial statements. CPAs do not audit or review on this translation.

TABLE 1

FocalTech Systems Co., Ltd.

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2020 (Amounts in Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No.
(Note 1)

Financing Company
Counter-party Financial
Statement
Account
Related
Party
Maximum
Balance for
the Period
(Note 4)
Ending
Balance
(Note 4)
Amount
Actually
Drawn
Interest Rate Nature for
Financing
Transaction
Amounts
Reason for
Financing
Allowance for
Bad Debt
Collateral Collateral Financing
Limits for
Each
Borrowing
Company
(Note 2)
Financing
Company’s
Total
Financing
Amount
Limits
(Note 2)
Note
Item Value
1 Focaltech Systems, Ltd. FocalTech
Systems Co.,
Ltd.
Other receivables Yes $ 1,708,800
( USD 60,000 )
$ 1,708,800
( USD 60,000 )
$ -
- The need for
short-term
financing
$ - Operating
capital
$ - - $ - $ 2,922,964 $ 2,922,964 Note 3
  • Note 1: The items are numbered as follows:

  • a. Issuer is numbered as “0”.

  • b. Investee companies are numbered from “1”.

  • Note 2: The maximum amount for financing provided to others:

  • a. The maximum amount of financing provided by the Company and its subsidiaries shall not exceed 20% of total of the Company and its subsidiaries’ net worth.

  • b. The maximum amount of financing provided by the Company and its subsidiaries to each individual is as follows:

i. The maximum amount of financing provided to all businesses shall not exceed 20% of the Company’s net worth. The maximum amount of financing provided to an individual shall not exceed 10% of the lending company’s net worth, 30% of the borrowing company’s net worth, or the gross transaction amount (the higher of purchase amount or sales amount between the two parties) for the past year.

ii. In the case of financing companies with short-term financing needs, the total maximum amount of financing provided to such companies shall not exceed 20% of the lending company net worth; the maximum amount of financing provided to an individual shall not exceed 10% of the lending company’s net worth or 30% of the borrowing company’s net worth.

  • c. The maximum amount of financing provided by the Company and its 100% owned subsidiaries shall not exceed 100% of the Company’ net worth.

  • d. Net worth is based on latest financial statements audited or reviewed by independent auditors. The Company prepared financial report according to IFRSs, The Company’s net worth is the amount attributed to parent’s equity in the Company’s balance sheet.

Note 3: The exchange rate is US$1=$28.48 on December 31, 2020.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

TABLE 2

FocalTech Systems Co., Ltd.

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No.
(Note 1)
Endorser/Guarantor Endorsee/Guarantee Endorsee/Guarantee Limit on
Endorsement/
Guarantee Given
on Behalf of
Each Party
(Note 2)

Maximum
Amount
Endorsed/
Guaranteed
During the
Period
(Note 6)
Outstanding
Endorsement/
Guarantee at the
End of the Period
(Note 6)

Actual
Borrowing
Amount
Amount
Endorsed/
Guaranteed by
Collateral
Ratio of
Accumulated
Endorsement/
Guarantee to Net
Equity in Latest
Financial
Statements
(%)

Aggregate
Endorsement/
Guarantee Limit
(Note)
Endorsement/
Guarantee Given
by Parent on
Behalf of
Subsidiaries

Endorsement/
Guarantee Given
by Subsidiaries
on Behalf of
Parent
Endorsement/
Guarantee Given
on Behalf of
Companies in
Mainland China

Note
Name Relationship
0 FocalTech Systems Co., Ltd. FocalTech
Systems, Ltd.
FocalTech
Electronics, Ltd.
Hefei PineTech
Electronics Co.,
Ltd.
FocalTech
Electronics
(Shenzhen) Co.,
Ltd.
FocalTech Smart
Sensors Co., Ltd.
FocalTech Smart
Sensors, Ltd.
A subsidiary in
which the Parent
Company holds
directly and
indirectly over
50% of an equity
interest.
$3,906,421
$3,906,421
$3,906,421
$3,906,421
$3,906,421
$3,906,421
$ 1,281,600
( USD 45,000)
1,298,810
( USD 45,604)
1,281,600
( USD 45,000)
1,737,280
( USD 61,000)
199,680
99,680
( USD 3,500)
$ 1,281,600
( USD 45,000)
1,298,810
( USD 45,604)
1,281,600
( USD 45,000)
1,737,280
( USD 61,000)
199,680
99,680
( USD 3,500)
$9,398
3,097
-
19,638
-
-
$ -
-
-
-
-
-
16.4%
16.62%
16.4%
22.24%
2.56%
1.28%
$3,906,421
3,906,421
3,906,421
3,906,421
3,906,421
3,906,421
Y
Y
Y
Y
Y
Y
N
N
N
N
N
N
N
N
Y
Y
N
N
(Note 3)
(Note 3)
(Note 3)
(Note 3)
(Note 4 and 5)
(Note 4)
  • Note 1: The items are numbered as follows:

  • a. Issuer is numbered as “0”.

  • b. Investee companies are numbered from “1”.

  • Note 2: The maximum amount for guarantees provided to others:

  • a. The Company provides guarantees due to business, the amount shall not exceed as follows.

  • b. The maximum amount of guarantees provided to all subsidiaries and an individual shall not exceed 50% of the Company’s net worth.

  • c.

  • The maximum amount of guarantees provided between subsidiaries shall not exceed 100% of the Company’s net worth.

  • d. The total amount of guarantees of the Company and its subsidiaries shall not exceed 50% of the Company’s net worth. The maximum amount of guarantees provided to an individual by the Company and its subsidiaries shall not exceed 50% of the Company’s net worth.

  • e. Net worth is based on the latest financial statements audited or reviewed by independent auditors. The Company prepared financial report according to IFRSs, The Company’s net worth is the amount attributed to parent’s equity in the Company’s balance sheet.

Note 3: The Company provides USD 45,000 thousand sharing guarantee to FocalTech Electronics, Ltd., FocalTech Systems, Ltd., Hefei PineTech Electronics Co., Ltd. and FocalTech Electronics (Shenzhen) Co., Ltd. to purchase materials. 3,097 thousand, 9,398 thousand, 0 thousand and 1,304 thousand were used in this period.

Note 4: The Company provides USD 3,500 thousand sharing guarantee to both FocalTech Smart Sensors, Ltd. and FocalTech Smart Sensors Co., Ltd. to purchase materials. There is no actual usage in this period.

Note 5: The Company provides $100,000 thousand guarantee for common financing usages.

Note 6: The exchange rate is US$1=$28.48 and RMB=$4.3648 on December 31, 2020.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

TABLE 3

FocalTech Systems Co., Ltd.

MARKETABLE SECURITIES HELD DECEMBER 31, 2020

(Amounts in Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Holding Company Name Marketable Securities Type and Name Relationship with the
Company
Financial Statement Account December 31, 2019 December 31, 2019 Note
Shares Carrying Value Percentage of
Ownership
Fair Value
FocalTech Systems Co., Ltd. Shares
Fubon Financial Holding Co., Ltd. Preferred
Shares B
WT MICROELECTRONICS CO., LTD.
Preferred Shares A
Beneficiary certificates
CDIB Capital Growth Partners
CDIB Capital Healthcare Ventures II
-
-
-
Financial assets at fair value through
profit or loss – non-current
Financial assets at fair value through
profit or loss – non-current
Financial assets at fair value through
profit or loss – non-current
Financial assets at fair value through
profit or loss – non-current
170,000
1,268,000
-
-
$ 10,625
61,561
20,016
4,937
0.03%
0.94%
0.66%
0.96%
10,625
61,561
20,016
4,937

Note 1: The percentage of ownership is calculated by preferred shares the Company owned divided by outstanding preferred shares.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

TABLE 4

FocalTech Systems Co., Ltd.

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2020 (Amounts in Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses and
Products
Original Investment Amount Original Investment Amount As of December 31, 2020 As of December 31, 2020 As of December 31, 2020 Net Income (Loss)
of the Investee
Share of Profit
(Loss) of the
Investee
Note
December 31, 2020 December 31, 2019 Shares Percentage
of
Ownership


Carrying Amount
FocalTech Systems Co., Ltd.
FocalTech Electronics Co.,
Ltd.
FocalTech Smart Sensors, Ltd.
FocalTech Corporation, Ltd.
FocalTech Systems, Inc.
FocalTech Systems, Ltd.
FocalTech Corporation, Ltd.
FocalTech Electronics, Ltd.
FocalTech Smart Sensors, Ltd.
Vitrio Technology Corporation
FocalTech Smart Sensors, Ltd.
FocalTech Smart Sensors Co., Ltd.
FocalTech Systems, Inc.
FocalTech Systems, Ltd.
FocalTech Electronics Co., Ltd.
Cayman Islands
Cayman Islands
Cayman Islands
Taiwan
Cayman Islands
Taiwan
U.S.
Cayman Islands
Taiwan
Investment activity
Investment activity
Investment activity
Research, development,
manufacturing and sale of
integrated circuits
Investment activity
Research, development,
manufacturing and sale of
integrated circuits
Investment activity
Investment activity
Import and export of
integrated circuits
TWD 7,059,264
TWD
2,848
(USD
100)
-
TWD
4,970
TWD
238,821
TWD
11,990
TWD 2,913,300
(USD
102,293)
TWD
665,010
(USD
23,350)
TWD
20,000
TWD 7,059,264
TWD
452,698
(USD
15,100)
TWD
205,305
-
TWD
33,516
TWD
11,990
TWD 3,066,740
(USD
102,293)
TWD
700,035
(USD
23,350)
TWD
20,000
5,491
(in thousand)
2
-
142
(in thousand)
18,813
(in thousand)
17,417
(in thousand)
100
2
2,000
(in thousand)


100%

100%

-


50%


67.15%


100%

100%

100%


100%
TWD 2,974,195
( USD 104,431 )
TWD 1,562,878
( USD
54,876 )
-

-
( TWD
2,828 )
( USD
99 )
( TWD 202,039 )
TWD 2,849,019
( USD 100,036 )
TWD 2,922,964
( USD 102,632 )
TWD 144,340
( USD
5,068 )
TWD
26,164
( USD
885 )
TWD
2,732
( USD
92 )
(TWD
86,850 )
( USD
2,939 )
(TWD
5,769 )
(TWD
86,850 )
( USD
2,939 )
(TWD
62,102 )
TWD
35,774
(USD
1,211 )
TWD
34,840
(USD
1,179 )
(TWD
20,731 )
(USD
702 )
TWD
26,164
(USD
885 )
TWD
2,732
(USD
92 )
(TWD
39,998 )
(USD
1,354 )
(TWD
4,970 )
(TWD
18,322 )
(USD
620 )
(TWD
62,102 )
TWD
35,774
(USD
1,211 )
TWD
34,840
(USD
1,179 )
(TWD
20,731 )
(USD
702 )
Subsidiaries
Subsidiaries
Subsidiaries
(Note 5)
Joint venture
Subsidiaries
(Note 5)
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries

Note 1: Information of investments in mainland China is listed in Table 6.

Note 2: The exchange rate is US$1=$28.48 on December 31, 2020.

Note 3: The exchange rate is US$1=$29.98 on December 31, 2019.

Note 4: The average exchange rate average rate US$1=$29.5492 during 2020/1/1~2020/12/31.

Note 5: FocalTech Smart Sensors, Ltd. is owned solely by FocalTech Electronics Co., Ltd. which was held by The company and FocalTech Electronics Co., Ltd.. The original investment amount of FocalTech Electronics Co., Ltd. includes the amount invested by the Company.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

TABLE 5

FocalTech Systems Co., Ltd.

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2020 (Amounts in Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Main Businesses and
Products
Paid-in Capital
Note 1
Method of
Investment
Accumulated
Outward Remittance
for Investment from
Taiwan as of
January 1, 2020
(Note 1)
Remittance of Funds Remittance of Funds Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31,
2020
(Note 1)
Net Income (Loss)
of the Investee
(Note 2)

Percentage
of
Ownership
of Direct or
Indirect
Investment
Investment
Gain (Loss)
(Note 2)
Carrying
Amount as of
December 31,
2020
(Note 1)
Accumulated
Repatriation
of Investment
Income as of
December 31,
2020
note
Outward Inward
FocalTech Electronics
(Shanghai) Co.,
Ltd.
FocalTech Electronics
(Shenzhen) Co.,
Ltd.
FocalTech Systems
(Shenzhen) Co.,
Ltd.
Hefei PineTech
Electronics Co.,
Ltd.
Sales support and
post-sales service for
affiliates’ IC products
Design and research of
integrated circuits
Design and research of
integrated circuits
Research, development
and sale of integrated
circuits
TWD
56,960
( USD
2,000 )
TWD
65,504
( USD
2,300 )
TWD1,053,764
( USD
37,000 )
TWD 130,944
( RMB
30,000 )
Note 3and 4
Note 3
Note 4
Note 4
TWD
28,480
( USD
1,000 )
TWD
28,480
( USD
1,000 )
-
-
$ -
-
-
-
$ -

-

-

-
TWD
28,480
( USD
1,000 )
TWD
28,480
( USD
1,000 )

-

-
TWD
2,032
( USD
69 )
TWD
13,801
( USD
467 )
TWD
20,761
( USD
703 )
TWD
57,091
( USD
1,932 )
100%
100%
100%
100%
TWD
2,032
( USD
69 )
TWD
13,801
( USD
467 )
TWD
20,761
( USD
703 )
TWD
57,091
( USD
1,932 )
TWD
35,750
( USD
1,255 )
TWD
58,274
( USD
2,046 )
TWD1,227,307
( USD
44,849 )
TWD 217,145
( USD
7,624 )
$

Accumulated Outward Remittance for Investment Investment Amount Authorized by Investment Upper Limit on the Amount of Investment in Mainland China as of December 31, 2020 Commission, MOEA Stipulated by Investment Commission, MOEA $56,960 $1,722,104 $4,687,707 (US$2,000) (US$60,467)

Note 1: The exchange rate is US$1=NT$29.48 and RMB$1=$4.3648 on December 31, 2020.

Note 2: The average exchange rate is US$1=NT$29.5492 and RMB$1=4.2827 on December 31, 2020.

Note 3: The Company founded a subsidiary in other area and then invested in mainland china.

Note 4 It was founded by the oversea subsidiary, so the paid-in capital did not remit from Taiwan.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

TABLE 6

FocalTech Systems Co., Ltd.

INFORMATION ON MAJOR SHAREHOLDERS DECEMBER 31, 2020

Shareholders Shares
Total Shares Owned Ownership Percentage
Egis Technology Inc. 33,966,575 16.14%

Note 1: Major shareholders showed in the list above include those owned the ownership of 5 percent or more.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

FocalTech Systems Co., Ltd.

THE CONTENTS OF STATEMENTS OF MAJOR ACCOUNTING ITEMS

Item
Major Accounting Items in Assets, Liabilities and Equity
Major accounting items in assets, liabilities and equity
Statement of cash and cash equivalents
Statement of accounts receivable, net
Statement of inventories
Statement of changes in property, plant and equipment
Statement of changes in accumulated depreciation of property, plant and
equipment
Statement of changes in intangible assets
Statement of deferred tax assets
Statement of changes in investments accounted for using equity method
Statement of short-term loans
Statement of accounts payables
Major accounting items in profit or loss
Statement of revenues
Statement of operating costs
Statement of operating expenses
Statement of employee benefit, depreciation and amortization by function
**Statements Index **
1
2
3
Note 12
Note 12
Note 14
Note 22
4
5
6
7
8
9
10

This is the translation of the financial statements. CPAs do not audit or review on this translation.

STATEMENT 1

FocalTech Systems Co., Ltd.

STATEMENT OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Description
Petty cash and cash on hand
Including EUR 3 thousand @35.02, HKD 3
thousand @3.673,RMB 7 thousand @4.3648 ,
JPY 530 thousand @0.2763 ,USD 1 thousand
@28.48 and NTD 50 thousand

Cash in banks
Checking accounts and current
accounts
Foreign currency current accounts
Including USD 80,518 thousand @28.48 ,JPY
3,976 thousand @0.2763 and EUR 5 thousand
@35.02


Amount
$ 381
161,123

2,294,422

2,455,545
$ 2,455,926

This is the translation of the financial statements. CPAs do not audit or review on this translation.

STATEMENT 2

FocalTech Systems Co., Ltd.

STATEMENT OF ACCOUNTS RECEIVABLE, NET DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Client A

Client B
Client C
Client D
Client E
Others (Note)

Less: Allowance for doubtful accounts

Amount
$ 319,286
234,958
184,242
153,181
99,186

454,333
1,445,186

-
$ 1,445,186

Note: The amount of each individual client included in others does not exceed 5% of the account balance.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

STATEMENT 3

FocalTech Systems Co., Ltd.

STATEMENT OF INVENTORIES DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Finished goods

Work in process
Raw materials

Amount
Book value
Net Realizable
Value
$ 311,159
$ 441,489
812,109
1,099,771

92,013

116,291
$1,215,281
$1,657,551

This is the translation of the financial statements. CPAs do not audit or review on this translation.

STATEMENT 4

FocalTech Systems Co., Ltd.

STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investees
Unlisted companies
FocalTech Corporation, Ltd.
FocalTech Electronics, Ltd
FocalTech Smart Sensors, Ltd.
Vitrio Technology Corporation
Balance, January 1, 2020
Shares
(In thousand)
Amount
5,491
$3,002,990
3 shares 2,071,743
14,025
46,766
-

-
$5,121,499
Additions in Investment
Shares
(In thousand)
Amount

-
$ -

-
-


-
-

142

4,970
$ 4,970
Share of
Decrease in Investment
Profit (Loss)
Other
Amount
of the
Comprehen-
sive

Shares
(In thousand)
(Note)
Investee
Income
-
$ -
$ 26,164
$ (63,805)
(
1) ( 451,200)
2,732
(60,397)
( 14,025) (
2,847) (39,998)
(3,921)
-
(
-)

(4,970)

-

$(454,047)
$ (16,072)
$(128,123)
Other
Adjustment
$ 8,846

-

-
-
$ 8,846
Balance, December 31, 2019

Percentage of


Ownership

Shares
(%)
Amount

Collateral
Note

5,491
100
$2,974,195
Nil
Note1

2 shares
100
1,562,878
Nil

-
-
-
142
50

-
Nil
$4,537,073
Shares
(In thousand)

-


-

-
142

Shares
(In thousand)
-

(
1)
( 14,025)
-

Shares
(In thousand)
5,491

3 shares
14,025
-

Note 1 : Other adjustment is compensation cost of employee share options, $8,846 thousand .

This is the translation of the financial statements. CPAs do not audit or review on this translation.

STATEMENT 5

FocalTech Systems Co., Ltd.

STATEMENT OF SHORT-TREM LOANS DECEMBER 31, 2019 (In Thousands of New Taiwan Dollars)

Type
Bank credit loan
Mega Bank

Far Eastern Int'l Bank
Land Bank of Taiwan

Total
Balance,
End of Year
$ 100,000
280,000
100,000
$ 480,000

Contract
Period
2020/10/23~
2021/4/21
2020/12/14~
2021/1/14
2020/12/14~
2021/1/14
Range of
Interest Rates
(%)
0.88

1.00

1.06

Credit
Amounts

$ 200,000
300,000
200,000
$ 700,000
Collateral






Nil
Nil
Nil

This is the translation of the financial statements. CPAs do not audit or review on this translation.

STATEMENT 6

FocalTech Systems Co., Ltd.

STATEMENT OF ACCOUNTS PAYABLES DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Account payable-related party
FocalTech Electronics, Ltd.

Others(Note)


Account payable-others
Vendor A

Vendor B
Vendor C
Vendor D
Vendor E
Vendor F
Others (Note)


Amount
$ 518,851

20,359

539,210
$ 330,715
259,208
238,294
188,063
163,205
152,842

64,762
1,397,089
$1,936,299

Note: The amount of each individual vendor included in others does not exceed 5% of the account balance.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

STATEMENT 7

FocalTech Systems Co., Ltd.

STATEMENT OF REVENUES FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Quantity
(in thousand
units)
Net sales
IC for human and machine interface devices
307,299

Service revenue
-
Less: Sales discounts
Sales returns

Amount
$ 11,458,620
43,670
85,122

6,818
$ 11,410,350

This is the translation of the financial statements. CPAs do not audit or review on this translation.

STATEMENT 8

FocalTech Systems Co., Ltd.

STATEMENT OF OPERATING COSTS FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

Item
Raw materials, beginning of year

Raw materials purchased
Transferred to expenses

Raw materials balance, end of year

Raw materials used
Manufacturing expenses

Manufacturing cost
Work in process, beginning of year
Transferred to expenses and others

Work in process, end of year

Cost of finished goods
Finished goods, beginning of year
Finished goods purchased
Transferred to expenses and others

Finished goods, end of year

Operating costs
Amount
$ 114,484
6,997,513
(
17,606)
(
92,013)
7,002,378

2,484,530
9,486,908
304,486
(
88,211)
(
812,109)
8,891,074
198,145
217,121
(
183,635)
(
311,159)
$ 8,811,546

This is the translation of the financial statements. CPAs do not audit or review on this translation.

STATEMENT 9

FocalTech Systems Co., Ltd.

STATEMENT OF OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars)

General and Research and
Administrative Development
Item Selling Expenses
Expenses
Expenses
Payroll
$ 121,997
$ 100,368 $ 480,560
Rent expense - 22,551
-
Freight 10,677 127
1
Mask expense - -
117,077
Consumables - -
126,710
Sample expense 26,364 -
-
Welfare - 11,814
-
Professional service fees 10,012 23,434
10,864
Management fees of the Science Park Administration
-
22,139
-
Others (Note)
17,521

45,139

223,655
$ 186,571
$ 225,572
$ 958,867

Note: Expected credit loss is included and the amount of each item in others does not exceed 5% of the account balance.

This is the translation of the financial statements. CPAs do not audit or review on this translation.

STATEMENT 10

FocalTech Systems Co., Ltd.

STATEMENT OF EMPLOYEE BENEFIT, DEPRECIATION AND AMORTIZATION BY FUNCTION FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)


Employee benefit
Salary and bonus

Labor and health insurance
Pension
Board compensation
Others


Depreciation

Amortization
2020 Total
$ 768,593

40,856

25,959

14,230

22,626

$ 872,264

$ 10,567

$ 15,609
2019
Classified as
Operating
Costs
Classified as
Operating
Expenses
$ 78,898 $ 688,695
7,200
33,656
5,170
20,789
-
14,230

2,318

20,308

$ 94,586
$ 777,678

$ 722
$ 9,845

$ -
$ 15,609
Classified as
Operating
Costs
Classified as
Operating
Expenses
$ 69,508 $ 521,549

6,842
34,129

4,642
21,994

-
6,400

2,205

11,719

$ 83,197
$ 595,791

$ 1,299
$ 12,987

$ -
$ 16,254
Total
$ 591,057

40,971

26,636

6,400

13,924
$ 678,988
$ 14,286
$ 16,254

Note 1: In 2020 and 2019, the Company had 392 and 396 employees, respectively. There were 7 and 6 non-employee directors, respectively.

  • Note 2: Listed Company at Taiwan Stock Exchange and over-the-counter company at Taipei Exchange should disclose additional information below:

  • a. The average amount of employee benefit for the years ended December 31, 2020 and 2019 was NT$2,229 thousand and NT$1,725 thousand, respectively.

    • (“Total employee benefit - Total board compensation”/“Total employee headcount - Total non-employee director headcount”)
  • b. The average amount of salary and bonus for the years ended December 31, 2020 and 2019 was NT$1,996 thousand and NT$1,516 thousand, respectively.

(Total salary and bonus/“Total employee headcount - Total non-employee director headcount”)

  • c. The average salary and bonus increased by 31.73% year over year.

(“Average salary and bonus in current year - Average salary and bonus in previous year”/Average salary and bonus in previous year)

  • d. The Company did not have supervisors for the years ended December 31, 2020 and 2019. Therefore, there was no compensation to the supervisors.

  • e. The compensation paid to board of directors and the executive officers is based on their contribution and market trends. It is reviewed by the Compensation Committee. The compensation paid to the employees is based on their contribution and market trends.

This is the translation of the financial statements. CPAs do not audit or review on this translation.